No. 534, 2012.

72 A.3d 93 (2013)

William ALLEN, Plaintiff Below Appellant, v. ENCORE ENERGY PARTNERS, L.P., Encore Energy Partners GP LLC, Scott W. Smith, Richard A. Robert, Douglas Pence, W. Timothy Hauss, David Baggett, John E. Jackson, Martin G. White, and Vanguard Natural Resoruces LLC, Defendants Below Appellees.

Supreme Court of Delaware.

Decided: July 22, 2013.

Attorney(s) appearing for the Case

Carmella P. Keener , Rosenthal, Monhait & Goddess, P.A., Wilmington, Delaware. Of Counsel: Ethan D. Wohl (argued), Wohl & Fruchter LLP, New York, New York for appellant.

Rolin P. Bissell , Kathaleen St. J. McCormick , and Elisabeth S. Bradley , Young Conaway Stargatt & Taylor LLP, Wilmington, Delaware for appellees Vanguard Natural Resources, LLC, Encore Energy Partners LP, Encore Energy Partners GP LLC, Scott W. Smith, Richard A. Robert, Douglas Pence and W. Timothy Hauss.

Srinivas M. Raju and Robert L. Burns , Richards Layton & Finger, P.A., Wilmington, Delaware for appellees, David Baggett, John E. Jackson, and Martin G. White.

Of Counsel: Michael C. Holmes (argued) and Elizabeth C. Brandon , Vinson & Elkins LLP, Dallas, Texas; Ronald L. Oran, Jr. , Vinson & Elkins LLP, Houston, Texas; J. Clifford Gunter III and Jonathan Sandlin , Bracewell & Giuliani LLP, Houston, Texas for appellees.

Before STEELE, Chief Justice, HOLLAND, BERGER, JACOBS and RIDGELY, Justices constituting the Court en Banc.

STEELE, Chief Justice:

This is an appeal from the Court of Chancery's dismissal of a class action complaint challenging the merger of a limited partnership with its general partner's controller. The plaintiff limited partner's complaint alleges that the general partner, its controller, and its directors took actions during and preceding the merger negotiations that breached the contractual duties the limited partnership agreement imposed. The limited partnership agreement...


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